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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)*
PRICE COMMUNICATIONS CORPORATION
(NAME OF ISSUER)
COMMON STOCK, $.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
741437305
(CUSIP NUMBER)
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Hilltop Partners, L.P. Gerald Adler, Esq.
Laifer Inc. Shereff, Friedman,
Mr. Lance Laifer Hoffman & Goodman, LLP
114 West 47th St., New York, NY 10036 919 Third Avenue, New York, NY 10022
212-921-4139 212-758-9500
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 5, 1994
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The Information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
Page 1
Exhibit Index appears at Page 10
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SCHEDULE 13D
CUSIP No. 741437305 Page 2 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Hilltop Partners, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7. SOLE VOTING POWER
SHARES | 993,100
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY | 0
EACH | 9. SOLE DISPOSITIVE POWER
REPORTING | 993,100
PERSON | 10. SHARED DISPOSITIVE POWER
WITH | 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
993,100
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10%
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14. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 741437305 Page 3 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Laifer Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF | 7. SOLE VOTING POWER
SHARES | 1,344,725
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY | 0
EACH | 9. SOLE DISPOSITIVE POWER
REPORTING | 1,178,000
PERSON | 10. SHARED DISPOSITIVE POWER
WITH | 856,144
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,144
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
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14. TYPE OF REPORTING PERSON*
Co, IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 741437305 Page 4 of Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lance Laifer
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF | 7. SOLE VOTING POWER
SHARES | 1,344,725
BENEFICIALLY | 8. SHARED VOTING POWER
OWNED BY | 0
EACH | 9. SOLE DISPOSITIVE POWER
REPORTING | 1,178,000
PERSON | 10. SHARED DISPOSITIVE POWER
WITH | 856,144
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,034,144
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.4%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Schedule 13D Amendment No. 5
Price Communications Corporation
This Amendment No. 5 to the Statement on Schedule 13D (as
defined below) amends and restates the Statement on Schedule 13D filed October
29, 1993 (the "Schedule 13D"), the Amendment No. 1 to the Schedule 13D filed
December 17, 1993, the Amendment No. 2 to the Schedule 13D filed February 5,
1994, the Amendment No. 3 to the Schedule 13D filed March 1, 1994 and the
Amendment No. 4 to the Schedule 13D filed March 18, 1994 by Hilltop Partners,
L.P., Laifer Inc. and Lance Laifer (collectively, the "Reporting Persons"),
each relating to the common stock, par value $.01 per share (the "Common
Stock"), of Price Communications Corporation, a Delaware corporation (the
"Company"). The above-referenced Statement on Schedule 13D and Amendments
No. 1, No. 2, No. 3 and No. 4 are collectively referred to herein as the
"Schedule 13D".
Item 1. Security and Issuer.
Securities acquired: Common Stock, $.01 par value
Issuer: Price Communications Corporation
45 Rockefeller Plaza
Suite 3201
New York, New York 10020
(212) 757-5600
Item 2. Identity and Background.
(a) This Schedule 13D is being filed jointly for Hilltop
Partners, L.P., a Delaware limited partnership, its General Partner, Laifer
Inc., a Delaware corporation and Lance Laifer, the principal stockholder, sole
Director and President of Laifer Inc. (collectively the "Reporting Persons").
Joan Gill is the Executive Vice President of Laifer Inc. (Lance Laifer and Joan
Gill are referred to as the "Covered Persons").
(b), (c) and (f) The address of Hilltop Partners, L.P. is 114
West 47th Street, 26th Floor, New York, NY 10036. Hilltop Partners, L.P. is a
Delaware limited partnership. Its principal business is investments.
The address of the principal office of Laifer Inc. is 114 West
47th Street, 26th Floor, New York, NY 10036. Laifer Inc. is a Delaware
corporation. Its principal business is investment management.
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The address of Lance Laifer is c/o Laifer Inc., 114 West 47th
Street, 26th floor, New York, New York, 10036. His principal occupation is
investment management and his business address is c/o Laifer Inc., 114 West
47th Street, 26th Floor, New York, NY 10036. Mr. Laifer is a United States
citizen.
The address of Joan Gill is 212A Union Street, Ridgewood, New
Jersey 07450. Her principal occupation is investment management and her
business address is c/o Laifer Inc., 114 West 47th Street, 26th Floor, New
York, NY 10036. Ms. Gill is a United States citizen.
(d) None of the Reporting Persons or the Covered Persons have
been convicted in a criminal proceeding during the last five years.
(e) None of the Reporting Persons or the Covered Persons are,
and during the past five years were, subject to any judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds.
The source of the Funds used by Hilltop Partners, L.P. to
purchase the securities of the issuer was working capital. The source of the
Funds used by Laifer Inc. to purchase the securities of the issuer was (i) the
working capital of Hilltop Partners, L.P. and (ii) the working capital or other
funds of its various investment advisory clients listed in the transaction
records attached hereto as Exhibit B. The amount of Funds used by the
Reporting Persons to purchase the securities of the issuer are listed in
Exhibit B.
Item 4. Purpose of the Transaction.
Each of the Reporting Persons and the Clients (as defined
below) acquired its respective shares of Common Stock for investment purposes.
Each of such entities may acquire other securities of the Company, including
shares of Common Stock, or dispose of such securities, directly or indirectly,
in open market or privately negotiated transactions, depending upon the
evaluation of the performance and prospects of the Company by the Reporting
Persons, and upon other developments and circumstances, including, but not
limited to, general economic and business conditions and stock market
developments.
Except for the foregoing and as disclosed below no Reporting
Person has any present plans or proposals which relate to or would result in
any of the actions or events described in paragraphs (a) through (j) of Item 4
of Schedule 13D.
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Item 5. Interest in Securities of Issuer.
(a) Hilltop Partners, L.P. is the beneficial owner of
993,100 shares (10%) of Common Stock.
Laifer Inc. is the beneficial owner of 2,034,144 shares (20.4%)
of Common Stock. The 2,034,144 shares of Common Stock beneficially owned by
Laifer Inc. includes (i) 993,100 shares of Common Stock beneficially owned by
Laifer Inc. in its capacity as General Partner and Investment Advisor to
Hilltop Partners, L.P., which shares have been described in the previous
paragraph and (ii) 1,041,044 shares of Common Stock beneficially owned by
Laifer Inc. in its capacity as Investment Advisor to various other clients.
These clients include: (a) various Wolfson family entities, with an address at
One State Street Plaza, New York, New York 10004-1505, (b) Grosvenor Multi
Strategy Fund, L.P., 333 W. Wacker Drive, Suite 1610, Chicago, Illinois 60606-
1218, (c) Haussman Holdings N.V., a Netherlands Antilles corporation, (d)
various charitable trusts, with an address at One State Street Plaza, New York,
New York 10004-1505 and (e) Hilltop Offshore Limited ("Offshore"), a Cayman
Islands company, with an address c/o Consolidated Fund Management Limited, P.O.
Box HM 2257, Par La Ville Place, 14 Par La Ville Road, Hamilton HMJX, Bermuda
(the "Clients").
Lance Laifer, as president and principal stockholder of Laifer
Inc., is deemed to have the same beneficial ownership as Laifer Inc.
The number of shares beneficially owned by the Reporting
Persons and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Securities Exchange Act of
1934, as amended. As of September 30, 1994, there were 9,964,792 shares of
Common Stock outstanding as reported in the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.
(b) Hilltop Partners, L.P. has the sole power (i) to vote
or to direct the voting of and (ii) to dispose and to direct the disposition of
the 993,100 shares of Common Stock beneficially owned by it. Hilltop Partners,
L.P.'s power to vote and dispose of its shares rests with Laifer Inc., in its
capacity as the General Partner of Hilltop Partners, L.P.
Laifer Inc. has the sole power (i) to vote and to direct the
voting of and (ii) to dispose and direct the disposition of the 993,100 shares
of Common Stock beneficially owned by it in its capacity as the General Partner
of Hilltop Partners, L.P. Laifer Inc. (i) has sole power to vote and to direct
the voting of 351,625 shares of Common Stock owned by certain of the Clients,
(ii) has the sole power to dispose and direct the disposition of 184,900 shares
of Common Stock owned by Offshore and (iii) shares with certain of the Clients
the power to dispose and direct the disposition of the
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856,144 shares of Common Stock owned by Laifer Inc. in its capacity as
Investment Advisor to such Clients.
(c) On November 28, 1994 and November 29, 1994, the
Reporting Persons sold an aggregate of 10,000 shares of Common Stock for $7.125
per share and 7,500 shares of Common Stock for $7.333 per share, respectively,
in open market transactions. In addition, on November 30, 1994, the Reporting
Persons entered into the agreement described in Item 6 below.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Laifer Inc., Hilltop Partners, L.P. and the Clients entered
into a Stock Purchase Agreement with Robert Price, dated and effective as of
December 5, 1994 with respect to the shares of Common Stock beneficially owned
by the Reporting Persons. The Stock Purchase Agreement is hereby incorporated
herein by this reference.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Agreement of Joint Filing.
Exhibit B - Purchase Records.
Exhibit C - Stock Purchase Agreement dated and effective as
of December 5, 1994 among Robert Price, Laifer
Inc., Hilltop Partners, L.P. and certain of
the Clients.
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: December 2, 1994 HILLTOP PARTNERS, L.P.
By: LAIFER INC.,
as General Partner
By: /s/ Lance Laifer
Lance Laifer
President
LAIFER INC.
By: /s/ Lance Laifer
Lance Laifer
President
/s/ Lance Laifer
Lance Laifer
9
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EXHIBIT INDEX
Exhibit Description
C Stock Purchase Agreement dated and effective as of December 5,
1994 among Robert Price, Laifer Inc., Hilltop Partners, L.P.
and certain of the Clients.
10
STOCK PURCHASE AGREEMENT
AGREEMENT, dated and effective as of December 5, 1994, between
ROBERT PRICE (the "Buyer") and the persons listed on the signature page hereto
(collectively, the "Seller") and LAIFER INC. ("Laifer").
For and in consideration of the mutual promises and covenants
herein contained, the parties hereto agree as follows:
ARTICLE I.
Purchase and Sale
of the Shares
1.1 Agreement to Purchase and Sell. On the basis of the
representations, warranties and agreements contained herein and subject to the
terms and conditions hereof, the Seller shall sell to the Buyer, and the Buyer
shall purchase from the Seller, an aggregate of 1,000,000 shares (the "Shares")
of common stock, par value of $.01 per share ("Common Stock"), of Price
Communications Corporation, a New York corporation (the "Company"), for a
purchase price of $6.55 per share or an aggregate purchase price of $6,550,000
(the "Purchase Price"), which shall be paid as follows:
(a) $1,965,000, by certified check, at the Closing
(as defined below) of the purchase of 300,000 shares of Common Stock from
Seller, to occur on December 5, 1994; and
(b) the balance of $4,585,000 by certified check(s)
in the per share amount provided under Section 1.1 above, at Closing(s) of the
purchase of an aggregate of 700,000 shares of Common Stock from Seller, such
Closing(s) to occur on such date(s) (no later than December 20, 1994 (time
being of the essence with respect to such date)), as may be specified in
written notice(s) from Buyer to Seller, given no less than three days prior to
the date(s) of such respective Closing(s), which notice(s) shall specify the
number of shares to be purchased and sold at such Closing(s).
The obligations of the Seller under this Article I shall be to
sell the number of shares of Common Stock set forth opposite the respective
names of such Sellers on Annex A hereto (such sales to be made at the
respective Closings hereunder pro rata by each Seller in proportion to the
number of shares set forth opposite the name thereof on Annex A, or in such
other proportion as such Sellers may agree).
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1.2 The Closings. The closings of the purchase and sale of
the Shares (the "Closings") shall take place at the offices of Shereff,
Friedman, Hoffman & Goodman, LLP, 919 Third Avenue, New York, New York, or at
such other place mutually agreed upon by the Seller and the Buyer, at 10:00
a.m. (New York City time) on the dates set forth in Section 1.1 above (the time
and date of the Closing is hereinafter referred to as the "Closing Date"). On
the Closing Date (i) the Seller shall sell, assign and cause to be delivered to
the Buyer and/or his assign(s) stock certificates of the shares of Common Stock
purchased at that Closing issued in such names and denominations as Buyer may
request; and (ii) Buyer and/or its assign(s) shall pay the Purchase Price for
such shares to such parties as may be specified by Laifer on behalf of Seller.
1.3 Assignability. The Buyer may assign any of its rights or
delegate any of its duties under this Article I, provided that at the Closing
the assignee confirms in writing that the representation and warranties set
forth in Article III are true and correct with respect to it. The Seller may
assign any of its rights or delegate any of its duties under this Article I,
provided that at the Closing the assignee confirms in writing that the
representations and warranties set forth in Article II are true and correct
with respect to it and the Shares to be sold by it. No assignment pursuant to
this Section 1.3 shall relieve either Buyer or Seller of its liability under
this Agreement.
1.4 Conditions to Closing; Termination of Agreement. The
obligations of the Buyer to purchase and pay for the Shares, as provided
herein, and the obligations of the Seller to sell and transfer the Shares, as
provided herein, shall, in each case, be subject to the continuing accuracy of
the representations and warranties of the other party contained herein. Since
time is of the essence, this Agreement shall be automatically terminated and of
no further force or effect (unless otherwise agreed to in writing by the
parties hereto), in the event all of the Closing(s) are not held on or prior to
December 20, 1994. In the event that such termination is a result of Buyer's
failure to purchase the Shares or Buyer's breach of any provision of this
Agreement, then, in addition to any damages incurred as a consequence thereof
and any other rights or remedies the Seller may have at law or in equity, this
Agreement, including, without limitation, the provisions set forth in Articles
IV and V hereof, shall be deemed terminated and shall be of no further force
and effect. The parties acknowledge that default by any Seller or Laifer in
its obligations under this Agreement would cause Buyer to incur damages for
which there is no adequate remedy at law; and the parties consequently agree
that, in addition to any other remedies, any such default shall be subject to
the remedy of specific performance.
ARTICLE II.
Representations, Warranties, and Agreements of the Seller
The Seller, severally and not jointly, represents and warrants
to, and agrees with, the Buyer as follows:
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2.1 Authorization. Such Seller has all requisite power and
authority to execute, deliver, and perform this Agreement and to sell the
Shares to the Buyer. This Agreement has been duly authorized, executed, and
delivered by such Seller, is the legal, valid, and binding obligation of such
Seller, and is enforceable as to such Seller in accordance with its terms,
except as may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, or other similar laws or by legal or equitable principles relating
to or limiting creditors' rights generally. Laifer has been duly authorized by
such Seller to enter into this Agreement on behalf of such Seller, including
without limitation the provisions of Article IV hereof which apply to the
Shares of Common Stock set forth on the signature page hereof beneficially
owned by such Seller.
2.2 Consent. No consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
Federal, state, local, or other governmental authority or of any court or other
tribunal is required for the execution, delivery, or performance of this
Agreement by such Seller. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which such Seller
is a party, or by which any of its properties or assets is bound, is required
for the execution, delivery, or performance by such Seller of this Agreement.
2.3 Shares. Such Seller is the beneficial owner of the number
of Shares set forth under its name on the signature page hereto, and the Shares
are owned free and clear of all liens, security interests, pledges, charges,
encumbrances, stockholders' agreements and voting trusts (other than any such
items created by this Agreement). Upon the Closing, following receipt by such
Seller (or its designees) of the Purchase Price and delivery of the
certificates evidencing the Shares to the Buyer or its assignee, the Buyer or
its assignee will have good title to the Shares, free and clear of all liens,
security interests, pledges, charges, encumbrances, stockholders' agreements
and voting trusts (other than any such items created by the Buyer or its
assignee).
ARTICLE III.
Representations, Warranties, and Agreements of the Buyer
The Buyer represents and warrants to, and agrees with, the
Seller as follows:
3.1 Authorization. The Buyer has all requisite power and
authority to execute, deliver, and perform this Agreement and to purchase the
Shares from the Seller. This Agreement has been duly authorized, executed, and
delivered by the Buyer, is the legal, valid, and binding obligation of the
Buyer, and is enforceable as to the Buyer in accordance with its terms, except
as may be limited by applicable bankruptcy, reorganization, insolvency,
moratorium, or other similar laws or by legal or equitable principles relating
to or limiting creditors' rights generally.
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3.2 Consent. No consent, authorization, approval, order,
license, certificate, or permit of or from, or declaration or filing with, any
Federal, state, local, or other governmental authority or of any court or other
tribunal is required for the execution, delivery, or performance of this
Agreement by the Buyer. No consent of any party to any contract, agreement,
instrument, lease, license, arrangement, or understanding to which the Buyer is
a party, or by which any of his properties or assets is bound, is required for
the execution, delivery, or performance by the Buyer of this Agreement.
3.3 Exempt Transaction. The Buyer understands that the Shares
are being offered and sold pursuant to one or more exemptions from the
registration or qualification requirements of the securities laws.
ARTICLE IV.
Right of First Refusal
From and after the date hereof until Laifer has sold or
otherwise transferred in bona fide good faith transactions all of the 2,034,144
shares of Common Stock currently beneficially owned by it, Laifer covenants and
agrees with the Buyer that whenever Laifer proposes to sell any shares of
Common Stock, Laifer shall follow the procedure set forth in this Article IV.
Prior to the sale by Laifer of shares of Common Stock, Laifer
shall notify the Buyer, or such person designated by the Buyer in accordance
with Section 6.1 to receive such notice, by telephone call during days and
hours in which the American Stock Exchange ("Amex") is open for trading (the
days on which the Amex is open for trading, are referred to herein as "business
days") to the telephone number set forth in Section 6.1 (the "Offeror's Call"),
which notice shall be confirmed by facsimile transmission as soon as
practicable (and in no event later than 20 minutes) after the termination of
the Offeror's Call, of its intention to sell a specified number of shares of
Common Stock (the "Offered Shares"), and the price (the "Price") at which it
proposes to make such sale. The Buyer shall have the right, but not the
obligation, to notify Laifer by telephone call to the telephone number set
forth in Section 6.1 (which notice shall be confirmed by facsimile transmission
as soon as practicable after the termination of such telephone call) within one
hour after the termination of the Offeror's Call that the Buyer desires to
purchase all (but not less than all) of the Offered Shares, provided, however,
that if the number of Offered Shares is 200,000 or more, then the Buyer shall
have 3 hours after the termination of the Offeror's Call to notify Laifer that
the Buyer desires to purchase all (but not less than all) of the Offered
Shares. Failure to give such notice within the appropriate time period shall
constitute a waiver of the Buyer's right to purchase the Offered Shares under
this Article IV for the 24 hour period specified below. Failure to place any
such telephone call shall be a breach of this Article IV, but failure to speak
with a person designated by Buyer or Laifer in Section 6.1 shall not be deemed
a breach of this Article IV, as long as Laifer or Buyer, as the case may be,
has placed the call,
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the telephone has been answered and Laifer or Buyer, as the case may be,
requested to speak with the person or persons designated reasonably describing
the purpose of the call.
If the Buyer shall give Laifer timely notice that he desires to
purchase all (but not less than all) of the Offered Shares, he or his assignee
shall purchase such shares within 5 business days (time being of the essence)
after the Buyer notifies Laifer of his desire to purchase the Offered Shares at
a place and time mutually agreed upon by Laifer and the Buyer, provided,
however, that if the number of Offered Shares is 200,000 or more, then the
Buyer shall have 10 business days (in lieu of 5 business days), time being of
the essence, after the Buyer notifies Laifer of his desire to purchase the
Offered Shares to purchase such shares. In the event the Buyer or his assignee
fails to close a purchase of Offered Shares within the aforesaid periods,
whichever is applicable, then, in addition to any damages incurred as a
consequence thereof and any other rights or remedies Laifer may have at law or
in equity, this Agreement, including, without limitation, the provisions set
forth in Articles IV and V hereof, shall be deemed terminated and be of no
further force or effect. If the Buyer does not elect to purchase all of the
Offered Shares within one hour or three hours, whichever is applicable, then
Laifer shall have the right to sell the Offered Shares at a price equal to or
greater than the Price for a period of 24 hours after the expiration of such
one or three hour period, as applicable. The provisions of this Article IV
shall not apply to the bona fide good faith distribution or other transfer of
any shares of Common Stock by Laifer to any affiliate or client of Laifer, to
any partner or affiliate of any such client (including, without limitation, any
partner of Hilltop Partners, L.P. or shareholder of Hilltop Offshore Limited),
or to any officer, director, shareholder or employee of Laifer; provided,
however, that the provisions of this Article IV shall continue to apply to any
shares so distributed or transferred directly or indirectly to any officer,
director, employee or shareholder of Laifer and shall in any event continue to
apply to all shares distributed or transferred under this sentence as to which
Laifer has or retains beneficial ownership (such term, as used in this Article
IV and Article V below, to include all shares beneficially owned within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934).
ARTICLE V.
Irrevocable Proxy
From and after the date hereof until Laifer has sold or
otherwise transferred in bona fide good faith transactions all of the 2,034,144
shares of Common Stock currently beneficially owned by it, Laifer and each
Seller hereby appoints the Buyer as its proxy to represent and vote all shares
of Common Stock which Laifer beneficially owns (either solely or together with
such Seller), with all powers Laifer possesses if voted by Laifer or such
Seller, including, without limitation, the power to execute written consents,
on all matters coming before holders of Common Stock for vote or written
consent. This proxy is coupled with an interest, is irrevocable and shall be
valid and remain in full force and effect until the earlier of the date set
forth in the prior sentence and the tenth anniversary of the date hereof (and
Laifer and each Seller hereby agree, as contemplated by Section 620(a) of the
New
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York Business Corporation Law, to vote all of the aforesaid shares as directed
by Buyer during the period and to the extent provided herein), provided,
however, that the proxy granted hereby shall automatically expire and be void
with respect to any shares of Common Stock that Laifer sells, distributes or
otherwise transfers in a bona fide good faith transaction to a person other
than any officer, director, employee or shareholder of Laifer so long as Laifer
does not have or retain beneficial ownership with respect to such sold,
distributed or transferred shares.
ARTICLE VI.
Miscellaneous
6.1 Communications. Except as otherwise provided herein, all
notices or other communications hereunder shall be in writing and shall be
given by registered or certified mail (postage prepaid and return receipt
requested), by an overnight courier service which obtains a receipt to evidence
delivery, or by telex or facsimile transmission (provided that written
confirmation of receipt is provided), addressed as set forth below:
If to the Buyer:
Robert Price
c/o Price Communications Corporation
45 Rockefeller Plaza
Suite 3201
New York, New York 10020
With a copy to:
Proskauer Rose Goetz & Mendelsohn
1585 Broadway
New York, New York 10036
Attention: Peter Samuels, Esq.
If to the Seller or Laifer:
Laifer, Inc.
114 West 47th Street
New York, New York 10036
Attention: Lance Laifer, President
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<PAGE>
With a copy to:
Shereff, Friedman, Hoffman & Goodman, LLP
919 Third Avenue
New York, New York 10022
Attention: Gerald Adler, Esq.
or such other address as any party may designate to the other in accordance
with the aforesaid procedure. All notices and other communications sent by
overnight courier service shall be deemed to have been given as of the next
business day after delivery thereof to such courier service, those given by
telex or facsimile transmission shall be deemed given when sent, and all
notices and other communications sent by mail shall be deemed given as of the
third business day after the date of deposit in the United States mail.
All telephone calls and facsimile transmissions pursuant to
Section IV shall be to the following numbers (or such other numbers as any
party may designate to the other in accordance with the procedures set forth in
this Section 6.1):
If to the Buyer: Robert Price, or, in the absence or
unavailability of Mr. Price, Kim Pressman, or,
in the absence or unavailability of Ms.
Pressman, James Kreps.
Telephone Number: (212) 757-5600
Facsimile Number: (212) 397-3755
If to Laifer: Lance Laifer, Joan Gill or Jeffrey Eisenberger
(at least one of whom shall be available at all
times during the one or three hour period
specified in Article IV above).
Telephone Number: (212) 921-4139
Facsimile Number: (212) 921-5177
6.2 Successors and Assigns. The Buyer may assign, transfer or
otherwise convey any of its rights or delegate any of its duties under this
Agreement and this Agreement shall be binding on the Buyer and such assignee.
This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors, assigns,
heirs and personal representatives.
6.3 Amendments and Waivers. Neither this Agreement nor any
term hereof may be changed or waived (either generally or in a particular
instance and either retroactively or prospectively) absent the written consent
of both parties hereto.
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<PAGE>
6.4 Survival of Representations, Etc. The representations,
warranties, covenants, and agreements made herein or in any certificate or
document executed in connection herewith shall survive the execution and
delivery of this Agreement, the delivery of the Shares to the Buyer and the
delivery of the Purchase Price to the Seller, irrespective of any investigation
made by or on behalf of either party hereto.
6.5 Delays or Omissions; Waiver. No delay or omission to
exercise any right, power, or remedy accruing to either party hereto upon any
breach or default by the other under this Agreement shall impair any such
right, power, or remedy nor shall it be construed to be a waiver of any such
breach or default, or any acquiescence therein or in any similar breach or
default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or
thereafter occurring.
6.6 Entire Agreement. This Agreement contains the entire
understanding of the parties with respect to the subject matter hereof and all
prior negotiations, discussions, commitments, and understandings heretofore had
between them with respect thereto are merged herein.
6.7 Separability. If any provision of this Agreement is
invalid, illegal or unenforceable, the balance of this Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
6.8 Headings. All article and section headings herein are
inserted for convenience only and shall not modify or affect the construction
or interpretation of any provision of this Agreement.
6.9 Counterparts; Governing Law. This Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
instrument. This Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without giving effect to
conflict of laws.
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<PAGE>
6.10 Further Actions. At any time and from time to time, each
party agrees, without further consideration, to take such actions and to
execute and deliver such documents as may be reasonably necessary to effectuate
the purposes of this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed on the date
hereinabove set forth.
/s/ Robert Price
Robert Price
LAIFER, INC.
By: /s/ Lance Laifer
Name: Lance Laifer
Title: President
SELLERS:
Hilltop Partners, L.P.
Number of Shares owned: 993,100
Hilltop Offshore Limited
Number of Shares owned: 184,900
Wolfson Equities
Number of Shares owned: 125,200
Grosvenor Multi-Strategy Fund, L.P.
Number of Shares owned: 25,925
Haussman Holdings N.V.
Number of Shares owned: 140,800
Chesed Congregations of America
Number of Shares owned: 108,200
Wolfson Family Trust
Number of Shares owned: 95,400
The Wolfson Grandchildren Trust
Number of Shares owned: 8,900
The Rebecca Trust (Rebecca #1)
Number of Shares owned: 50,400
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<PAGE>
The R Trust (Rebecca #2)
Number of Shares owned: 81,433
United Congregation Mesorah
Number of Shares owned: 102,600
F/B/O Zev W. Wolfson IRA Rollover,
Neuberger & Berman Cust.
Number of Shares owned: 117,286
BY: LAIFER INC.
By: /s/ Lance Laifer
Name: Lance Laifer
Title: President
10
<PAGE>
Annex A
<TABLE>
<CAPTION>
Sellers Number of Shares to Be Sold
------- ---------------------------
<S> <C>
Hilltop Partners, L.P. 488,216
Hilltop Offshore Limited 90,898
Wolfson Equities 61,549
Chesed Congregations of America 53,192
Wolfson Family Trust 46,899
The Wolfson Grandchildren Trust 4,375
The Rebecca Trust (Rebecca #1) 24,777
The R Trust (Rebecca #2) 40,033
United Congregation Mesorah 50,439
F/B/O Zev W. Wolfson IRA Rollover,
Neuberger & Berman Cust. 57,659
Haussmann Holdings N.V. 69,218
Grosvenor Multi-Strategy Fund, L.P. 12,745
-----------
Total 1,000,000
===========
</TABLE>
11
